Back Bay (US)

Affiliate Program Agreement

Please read the terms and conditions of this affiliate program agreement carefully before applying to join our program or begin marketing our products. Each affiliate is responsible for ensuring that its employees, agents and contractors comply with this agreement. 

Definitions

As used in these terms and conditions: (i) “We”, “us”, or “our” refers to Back Bay Brands LLC; (ii) “you” or “your” refers to the affiliate; (iii) “our website” refers to backbaybrand.com; (iv) “your website” refers to any online property that you will link to our website; (v) “Program” refers to the Back Bay Affiliate Program.

Enrollment

To begin the enrollment process, you will complete and submit the online application via Awin. After receiving your application, we will review your account and notify you of our decision. Please allow up to 48 hours for your application to be reviewed.

We reserve the right to reject any application for any reason, however we encourage you to contact us if you believe there are grounds for a reconsideration. Including all of your websites in your profile will streamline the review process.

Website Restrictions

Your website(s) may not:

1. Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.

2. Violate any law, rule or regulation.

3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.

4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.

Linking To Our Website

Upon acceptance into the Program, links and creatives will be made available to you through the publisher interface. You will also be able to review the Program's details, download the product feed, and browse and fetch promotions.

Your acceptance into our Program means you agree to and abide by the following.

1. You will only use linking code we provide you for each creative, text link, or other affiliate link obtained from the affiliate interface without manipulation.

2. We reserve the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.

3. All online properties that will contain your affiliate link must be listed in your affiliate profile.

4. Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.

5. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information, i.e. the page from where the click is originating.

6. Using redirects to bounce a click off a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.

7. The maintenance and the updating of your website will be your responsibility. We may monitor your website as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

8. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

9. You will not, in connection with this agreement, display or reference on your website, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this agreement only in a lawful manner and only in accordance with the terms of this agreement.

10. We grant you a limited, nonexclusive, non-transferable, revocable right to use creatives and text solely for the purpose of your participation in the Program. You may not modify creatives in any way. All of our rights in creatives and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.

11. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this agreement with appropriate government authorities. You agree that nothing in this agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this agreement.

PPC Guidelines

1. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless authorized by us in writing. If we discover brand bidding in PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the Program permanently and all commissions associated with the violations will be reversed.

2. You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword, including but not limited to 'Back Bay Coupons', 'Back Bay Discount Codes', 'Back Bay Promo' etc.

3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.

4. You may not link directly to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to a page on your website first.

5. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.

6. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords.

Coupon Guidelines

If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

1. You may only advertise coupon codes that are provided to you through the Program.

2. Posting any information about how to work around the requirements of a coupon/promotion will result in removal from the Program.

3. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.

4. You may not use any technology that hides coupon codes and generates affiliate clicks upon revealing the codes.

5. You may not advertise coupon codes obtained from our non-affiliate advertising, customer emails, paid search, or any other campaign.

6. You may not advertise your private code(s) on coupon/deal websites or on websites that you do not control. We actively monitor coupon usage and reserve the right to modify or cancel any issued codes if the terms are not observed.

7. You may not give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the website have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your website to get this deal.

8. Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, your commission may be lowered to offset the reduced profitability.

9. To promote fairness in respect of work performed by affiliates along the clickstream, clicks occurring 72 hours immediately before a conversion event will not qualify for commission.

Sub-Affiliate Networks

Promoting through a sub-affiliate network is permitted, however you must be completely transparent with regards to the sources of traffic. Sub-affiliate networks must ensure that all publishers promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as paid search campaigns. Sub-affiliate networks must also receive approval prior to allowing any incentive publisher to promote the Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.

Domain Names

Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.

Acceptable
domain.com/backbay
domain.com/backbaybrand.com

Prohibited
backbaybrand.domain.com
backbay-coupons.com

Advertising & Publicity

You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via email campaigns, you must adhere to the following:

1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.

2. Email must be sent on your behalf and must not imply that it is being sent by us or on our behalf.

3. Email copy must first be submitted to us for approval prior to being sent or we must be sent a copy of the email.

Social Media

Promotion on Facebook, Instagram, YouTube and other social media platforms is permitted as long as the following general guidelines are observed:

1. You are allowed to promote our products using your affiliate links on your social media accounts.

2. You are prohibited from posting your affiliate links on our social media accounts.

3. You are prohibited from running paid social media ads using our brand name.

4. You are prohibited from creating social media accounts that include our brand name in page names and/or usernames.

FTC Disclosure Requirements

You must include a disclosure statement within web pages or social media posts when affiliate links are used as part of an endorsement or review and where it is not clear that content is a paid advertisement. The disclosure statement should be clear and concise stating that we are compensating you for your review or endorsement. If you received a free review sample, this also must be clearly stated in your disclosure.

For more information about the FTC disclosure requirements, please review the Endorsement Guides and Guides Concerning the Use of Endorsements and Testimonials in Advertising in particular.

Termination

1. Either you or we may end this agreement at any time, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this agreement will terminate immediately upon any breach of this agreement by you.

2. Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your website, all links to our website, and all of the content provided by or on behalf of us to you pursuant hereto or in connection with the Program.

3. You are eligible to earn commissions only on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification

We may modify any of the terms and conditions in this agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this agreement. Your continued participation in the Program following the posting of the change notice will indicate your agreement to the changes.

Order Processing

1. Only items that were purchased by customers who use the Program links from your website to our website are considered direct sales. Such sales are reduced by items that are canceled, returned or refunded at a later date.

2. We reserve the right to exclude items ordered by you using the Program links and not to pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.

3. We will be responsible for processing orders and will handle all customer service issues. Awin will track sales by customers who purchase products using the Program links. Detailed reporting is available to you via the Awin dashboard.

Transaction Locking & Payments

All transactions will remain pending until being locked in accordance with the terms set forth within the parameters of our Program. All payments are processed by Awin on the 1st and the 15th of the month following the lock date.

Reversal & Communication Policy

We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in these terms and conditions.

Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

1. You are not forthcoming, intentionally vague or are found to be lying.

2. You are not responsive within a reasonable time period and after multiple contact attempts using the information listed in your network profile.

3. You cannot substantiate or validate the source of your traffic to our website with clear and demonstrable proof.

4. If any of the above apply, we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question or terminate you from the Program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our terms and conditions.

Representations & Warranties

You represent and warrant that:

1. This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this agreement and to perform your obligations under this agreement, without the approval or consent of any other party;

3. You have sufficient right, title, and interest in and to the rights granted to us in this agreement.

Disclaimer

BACK BAY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Limitation of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEE PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless Back Bay, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

1. You agree that you are an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.

2. Neither party may assign its rights or obligations under this agreement to any party, except to a party that obtains all or a substantial part of the business or assets of a third party.

3. This agreement shall be governed by and interpreted in accordance with the laws of the State of Massachusetts without regard to the conflicts of laws and principles thereof.

4. You may not amend or waive any provision of this agreement unless in writing and signed by both parties.

5. This agreement represents the entire agreement, and shall supersede all prior agreements and communications of the parties, oral or written.

6. The headings and titles contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of this agreement.

7. If any provision of this agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

8. Our failure to enforce your strict performance of any provision of this agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.